Anything But A Victim
by PainfullyIntroverted
Summary: After 1x13 when Chuck rejects Blair. She's all alone at school and find comfort and friendship in a new teacher, that quickly develops into an affair. "This isn't an innocent friendship Blair! He's taking advantage of you, he's trying to hurt you... he's trying to steal you from me!" Chuck's voice cracked. OC/B/C Chair endgame
1. Chapter 1

**A/N: This is after 1x13 when Chuck tells Blair he doesn't want her and she's shunned at school. Story Line not really based on, but inspired by a Waterloo Road episode. Enjoy!**

She was alone, completely alone. Chuck didn't want her, Nate wasn't certainly going to give her a chance, Serena said she'd always be there… but let's face it there's always someone Serena feels the need to give all her attention and trust to, it'd never be Blair.

Usually Blair would wake up 1 hour earlier, put on her uniform, curl her hair to perfection, and meticulously apply her makeup. But today she felt dirty, disgusting, emotionally drained. With this, she decided her usual long skirts and high buttoned blouses didn't suit her new reputation or emerging alter ego. So she picked out a shorter pleated skirt, and a tighter shirt and vest. Blair glanced at her colourful tights selection, and settled for black: fitting as she mourned her old status. She walked towards the mirror and saw her reflection. Her hair was messy with her natural waves, and her porcelain skin seemed duller. She applied foundation, rep lipstick, and a little more eyeliner than usual. She was no Taylor Momsen, but she was certainly challenging her inner Georgina Sparks.

Leaving her messy waves as they were, she pranced down stairs into the empty living room. She had grown accustomed to it: her mother was always overseas doing business nonsense, and Dorata was on a holiday. Who knew that maids got holiday allowances? What on earth could she afford? A vacation to Brooklyn? Last night's shoes were lying on the floor. She picked them up and put them on, sure they were a little higher than what she'd usually wear: but she felt they would come in handy today, she could use the extra inches. Looking at them time, Blair rushed towards the elevator grabbing her bag and coffee furnace off the bench, not bothering to wear a coat. She was feeling numb, and the cold wasn't even going to affect her.

Walking along the footpath towards school Blair sort of regretted the absence of her coat, apparently this numbness wasn't as extreme as she thought. She wasn't sure but she thought she spotted Chuck's limo driving past, but maybe that was her imagination. He doesn't even come this way to school, god! Was she really that desperate?

Ignoring the stares and snares of her peers, Blair strutted through the court yard towards the hallways. Sure, she was branded a slut, and everybody was bitching about her, but she was a Waldorf, and that meant something… that something being she was old money, and she had more cash than most of the kids at this school. She could feel the eyes and hear the whispers but she remained calm and walked on confidently.

She reached her locker and began to collect her books for AP English.

"Hey B!" Serena bellowed running up to her and hugging her. "I'm so glad you came!"

Serena's long blonde hair was even messier than Blair's, as was her skirt shorter. But that was just Serena, she didn't have to fake confidence, she was confidence.

"Well, if I'm going to Yale, it sort of is a requirement," Blair replied smoothly.

"How are you doing?" Serena asked.

The way she looked at her was different, almost as if she pitied her.

Suddenly the bell rang, thank god.

"Listen Serena, I'd love to stay and chat, but I have English," Blair explained shutting her locker and walking towards her class.

Maybe it was better like this, pushing Serena away. It certainly would hurt less, would lack the devastation of Serena leaving her again. Serena would be fine; she'd have Dan, or Nate, or who ever she allowed into her world to comfort her.

She took a seat next to the window, away from her former minions. How they were even in an AP class was a mystery, they barely had the capability to order the right yogurt. Surprisingly, she didn't miss them; in fact she barely thought about them in a while. It was if she didn't need them anymore, as if she could now see that they were just fear stricken nobodies who would do anything for recognition. She also spotted Chuck sitting up the back with a few jocks. He wasn't exactly the sportiest student at St Judes, but all the jocks idolised him: just because he beds more girls in a week then they probably will in their entire lives.

"Hey Blair," the irritating nasally voice of Penelope giggled. "We're having a party tomorrow night. I would invite you but it's for dignified people only, you know. No one's really into your slut orgies."

Penelope giggled with the rest of the girls.

God! Had she not learnt anything from Mean Girls? All the fighting had to be sneaky in girl world.

That horrible attempt of an insult didn't even deserve a witty comeback Blair had prepared. So she just rolled her eyes and continued staring out the window. She saw Chuck's reflection, now… it may have just been her imagination, but she swore he looked a little guilty. She quickly shook it off, realising that Chuck Bass was most defiantly not capable of such feelings.

"Good morning juniors!" A male voice sung as he walked in the room.

Blair studied him; he had dark brown short hair, a little darker than Chucks, but way darker than Nate's. Ew, why she even comparing him to her ex's? He dressed impeccably well, blue suit pants, white shirt, and a blue striped tie. He was tall, way taller than… ok he was tall, let's leave it at that. His shoes looked expensive, defiantly not knock offs, and the watch, oh my god: the watch. If you ever want to know a guy's financial status, just look at his watch. Rolex.

"My name is Mr Benson, this is my first year at Constance obviously," he grinned. "I'm sure we'll going to have a great time."

Mr Benson. Wow. Teachers like him should defiantly not be allowed to work in a school with horny teenagers; it was undoubtedly going to affect the learning environment.

"Ok so I'm sure you've all done the required reading," he smirked. "Everyone's favourite book right?"

The entire class moaned. Oh dear god, if they had to go over these character analysis and themes one more time.

"Catcher In the Rye!" he yelled a little too enthusiastically. "Ok so I'm going to ask you guys a question, I'll pick a random person off the role each time."

"Penelope?" He searched the room.

Blair rolled her eyes as Penelope unbuttoned her shirt to expose more cleavage. It looked as if her back would snap from sticking her boobs out that much.

"What would you say contributes to Holden's…"

Blair zoned out. She never really understood Holden Caulfield; he was just a whiney kid that babbles on about phoneys and absolute crap. His boring internal monologue was a complete snore; it's as if J.D Salinger was just like 'I'm just going to use a conscious stream of throughout the entire novel and people will think my characters are deep'.

She had dozed off for so long, her mind in another world, that she didn't even realised everyone staring at her.

"Blair, Blair Waldorf?' Mr Benson asked. "What's your position on it?"

* "On all fours!" Some jerk from the back of the class shouted before she could get a word in.

Then of course, Mr Benson, gave her that look. The very same look Serena gave her earlier. The 'oh no you're in shit' look followed by the 'I feel so sorry for you' glance.

"Ok you! Blonde guy who just said that: see me after class."

Blair turned around and gave him a smirk. Sure, she was the new school slut (reluctantly receding Serena) but she wasn't in for a gruelling weekend at school.

"So Miss Waldorf, your stance?"

Blair was sick of herself, disgusted by her actions (oh gosh she sounds like her mother) she hated the old Blair Waldorf; she didn't want to be her.

"I don't know," she replied calmly leaning back in her chair.

She saw Chuck out of the corner of her eye raise his eyebrow. She didn't want to be the know-it-all overachiever Blair Waldorf anymore.

"Fine, ok then: I suggest you get reading," he carried on writing on the board.

"Yea, Blair has other hobbies that consume her time," that Blonde boy chuckled.

Seriously, who is he? As if he would ever have a chance with anyone like her, so why can he judge!

Mr Benson turned around a shot the kid a look, and turned to look at Blair with the 'my sympathy is overloading right now' expression.

The rest of class went by in a blur, a few snide remarks about her sexual experiences, a few unsubtle advances from Penelope, and of course a big discussion on Holden's character.

The bell rang, and everybody rushed out of the room, before she could leave Mr Benson called her over with that random blonde kid.

"Ok, what's your name?" Mr Benson asked the blonde guy.

"I'm Duke Williamson, I'm vice captain of the lacrosse team," he replied smugly crossing his arm.

"Yea ok, Duke would've been fine. Now, Duke, I want you to apologize to Blair here."

Duke scoffed and went to walk out.

"Mr Williamson, if you don't want to fail my class, then I would highly suggest you to find an apology in your heart," Mr Benson suggested.

Duke walked back over to Blair, and unsubtly checked her out and smirked.

"I am sorry I suggested you enjoy sex on all fours, that was inappropriate of me," he grinned walking out of the class room.

Little did he know, she quite enjoyed… ok stop Blair. It's irrelevant.

As Duke left Mr Benson sighed looking at her apologetically.

"It's ok, you know," Blair explained. "You're just making it worse."

"Yea, maybe I am. But I think that was the first time that kid has ever made an apology," he shared grabbing his books.

Blair chuckled. "You'll find that's pretty common around here."

Maybe it was an alter ego developing from her newfound reputation, but suddenly she had no respect for authorities or rules. With this, she hoped, well… she liked to think that the way she swung her hips, and her perky ass may have attracted a glance or two from that totally drop dead gorgeous new teacher of hers.

Serena invited her to have lunch with her, but Blair rejected her offer, she didn't feel like hanging out with Humphrey (When did she ever, right?). And she certainly didn't think she could handle if he gave her sympathy. So she went to have lunch somewhere she never dreamed of spending her time. Sure, she was a Yale bound, book smart overachiever, but she wasn't usually one to spend free time in the library.

She found a desk in a secluded area hidden from rowdy students. Right next to the tragedy and romance section, fitting. She ran her fingers along the book spines; she almost forgot how much she loved literature. Whenever he parent were yelling, or when Serena was partying with Georgina, Blair used to curl up in a corner and read the classics. Fitzgerald, Hemingway, Austen, anything she could find in her Dad's library.

Blair sat on the chair and became aware to her loneliness and isolation. The rumours and gossip alienated her left her all alone. Feeling bored, she reached for her copy of Catcher in the Rye and began re reading it (for like the 100th time).

"It really feels good to know that one person was actually listening to me in class," a voice chuckled from behind her.

She turned around to meet the gorgeous being of Mr Benson.

"What are you doing here?" Blair asked, she thought she was alone.

"I'm an English teacher Blair," he stated. "This is where I live."

Blair shrugged and turned back around to her book.

"What do you think of it?" He asked.

SEXY, so very sexy.

"Oh.. right… ummm, it's kind of boring," Blair admitted.

"I'm surprised," he exclaimed raising his eyebrows.

"Why?"

"Well just from what I've witnessed in class, I just presumed that you would find some sort of comfort in the book," he explained perching himself on the chair opposite her.

What on earth was that supposed to mean?! Maybe the world was even more screwed up than she thought, everyone make assumptions based on nothing but impressions and appearance.

"Well you thought wrong," she snapped returning to her book.

Maybe she was wrong; the library wasn't a good idea.

At that he smiled meekly and walked away.

XOXOxoxoxXOXOxoxoXOXOxoxoXOX OxoxoXOXOxoxoXOXOxoxoXOXOxox oXOXOxoxoXOXOxoxo

Thank goodness the mean girls weren't in any other AP classes; otherwise her day may have been a tad worse. Walking home she really regretted her earlier choice not to bring a jacket.

Suddenly it began to poor. Perfect, just perfect. She wrapped her vest around her body tighter, trying to avoid a potential gossip girl post about her in a wet white shirt.

Failing to find any shelter along the street, she continued walking in the rain towards her penthouse, which was still a few blocks away. Usually, this was the part where Chuck's limo would slide up beside her with an open door, but that was certainly out of the question.

An unfamiliar car pulled up at the curb instead. The passenger door opened to reveal Mr Benson.

"I don't want to seem creepy, or inappropriate, but I think it would be breaking more rules morally if I let you catch pneumonia," he shouted over the rain.

"No thank you," she rejected his offer and continued walking with her arms crossed.

"Please Blair," he pleaded. "Otherwise those very expensive shoes might become ruined."

He really knew the Upper East Side way, if that didn't convince any girl to get in his car, than they must obviously be from somewhere like Brooklyn.

Reluctantly Blair hoped in his car and shut the door.

"There's a towel in the back," he pointed. "Where to?"

She mumbled the address and put her seat belt on. Sure the new Blair may be a little more easy going and rebellious, but she certainly wasn't going to disobey basic safety protocol.

"It gets better, you know?" He assured her. "You won't have to see any of these people again once you graduate."

The last thing she needed was inspiring words and reassurance from her teacher. She remained silent until he pulled up at her penthouse.

"Thanks," she mumbled unbuckling her seat belt and opening the door.

"The trick is, to relate to him," he explained.

Blair shot him a confused look, what on earth was he on about?

"Find some way to relate to Holden, find his humanity."

She nodded and exited the car. Relate to Holden Caulfield! How on earth was she supposed to do that!

**A/N: **

*** Stolen from Veronica Mars**

**I LOVE CATCHER IN THE RYE: so this was hard for me to write Blair dissing it: P**

**(I know there wasn't much Chair, but I assure you there will be heaps more if I continue. And like everything should be; Chair endgame)**

**Please Review and tell me if you like it. Depending on the interest level I may continue it **


	2. Chapter 2

Blair sat at home by herself all night, sure, she should be used to this, but without Dorata; the place never felt so empty. To her surprise she began reading Catcher in the Rye; it's not as if she had anything better to do. Relate to Holden Caulfield, seriously? Why didn't he just tell her to earn Nate's forgiveness, and let Chuck off the hook?! Ok, seriously, enough with the ex's.

_"You know those ducks in that lagoon right near Central Park South? That little lake? By any chance, do you happen to know where they go, the ducks, when its gets all frozen over? Do you happen to know, by any chance?"_

The ducks. She fed the ducks every summer with her father, or Dorota. Yet, she never knew where the ducks went when the pond is frozen. She had always just assumed they found another pond, somewhere similar, somewhere safe to go until the pond was ready for their return. She never knew where the ducks went, it was just a sense of faith and knowledge of purpose, that the ducks had something planned for them, like the lake froze over for a reason, and they followed their natural path. But that could just be her inner optimist, as she's never witnessed the where the ducks actually go in the winter; she'd never seen what was next for them. Truth be told, it was unknown, uncertain, and this was the first time she really thought about it. It never occurred to her that their routine, their lives would change.

She felt pathetic thinking such things over, but as of the late it had just been her alone with her thoughts. Browsing around her room she found her old headband collection. She used to love them, adore them, refused to go out without one placed firmly on her head. It was if she no longer needed them, she no longer needed the protection they provide; nothing else could hurt her anyway.

What did it matter, why did anything even matter! What's the point of it all?

She used to live her life like a fairy tale, her white knight eager to save her from her lonely tower. She never stopped living this fairy tale even when her beloved white night was lured elsewhere by a desperate blonde. It, like many others, was just a small obstacle easily overcome in the journey to her fate. But life wasn't a fairytale, her white knight didn't want her, he never did. Nobody did, he own mother liked her best friend more, he father preferred his French lover, and her ex-lover is repulsed by her.

XOXOxoxoXOXOxoxoXOXOxoxo XOXOxoxoXOXOxoxoXOXOxoxo XOXOxoxoXOXOxoxoXOXOxoxo

School was a bore. Maybe this never occurred to her before, as she was too busy controlling minions and dictating outfits, but when you take away the social aspect it's rather tiering.

Trudging towards her library spot she spotted someone sitting in her usual chair, whom she soon recognised to be Mr Benson. He was reading a book and eating a sandwich. Blair staggered closer to take a look at his predictably boring reading material… or not so boring.

"Didn't take you as a Hemingway fan," Blair smirked from behind him.

This startled him and he dropped his sandwich and his book.

"Sorry, I thought you were the library lady," he explained gathering his belongings off the ground. "No way is she confiscating my sandwich again."

He looked sort of adorable.

"Yea, she takes the no food policy a little too seriously," Blair chuckled leaning against a shelf.

"She makes me feel rebellious. I feel as if I'm breaking laws eating in here," he winked turning his chair around to face her.

"You're a criminal," she grinned.

Truth be told, this was the first time she spoke to anyone all day, even if it was a teacher. Serena was off with Brooklyn, and was in hardly any of her classes. And nobody else was talking to her.

"Sorry, I stole you hiding place," he apologized. "But it's quite incredible, the only spot in the entire school no one will bother you."

The old Blair would had snapped at him and ordered him to find another place. It was hers, she found it and he was ruining the purpose of it.

"You're lucky I'm so gracious to allow you to share it," Blair exclaimed taking a seat on the other side of the desk.

He smiled and tried to throw his sandwich in the bin but missed. As he shamefully got up to toss it again, Blair took a look at his book. *

"A Farewell to Arms," Blair read. "Would of picked you for more a 'The Sun Also Rises' fan."

"You kidding, come on! Henry is the best protagonist, he knows what he wants and goes after it," he informed her. "Jake seems a little unsure. That is why he doesn't get the girl."

"Oh I'm not arguing, I agree. But Henry doesn't get what he wanted in the end, he doesn't live happily ever after," Blair argued.

She remembered crying when reading A Farewell To Arms, she thought Henry and Katherine would live together forever. But like her recent epiphany, fairy tales don't happen, they're not real, Hemingway had it right the whole time.

"Yes, but he lived, he really lived. He got what he wanted, and sure it went to hell later, but for a while his life was perfect. Whereas Jake came off a little too desperate, thus he never achieving happiness and his life become ever so tragic."

Blair nodded and smiled. So what if she was practically becoming Dan Humphrey, she enjoyed the occasion intellectual discussion.

Grabbing a yogurt from her bag, she began eating it. Even though she no longer sat at the met steps, she sure as hell wasn't going to stop eating yogurt.

"Blair Waldorf, didn't take you for a delinquent," he teased.

"You're not the only law breaker 'round these parts," she shrugged eating another spoonful.

She watched him as he smiled meekly and ran his fingers through his hair. He had certain innocence to him—

"Miss Waldorf!" The library lady screeched. "No food in the library! And Benjamin! You should know better," she shook her head snatching Blair's yogurt and storming off.

Oh I guess she could do without the extra calories.

Blair just stared at Mr Benson until she started laughing.

"Why are you laughing? This is not a laughing matter, you just committed an offence," he mocked.

"Benjamin Benson?" she chuckled. "No wonder the other teachers don't hang out with you."

"You should hear my middle name. My parents were… creative," he explained rolling his eyes. "And the reason the other teacher don't like me is because I wasn't born and raised on the Upper East Side of Manhattan," he mocked poshly.

Blair had always been a proud resident on the UES , it was her birth right to be wealthy and respected. Old money was held with the highest regard within a society like this, but it always came with a downfall. But the one thing they love more than a hero is to see a hero fail, fall, die trying. In spite of everything you've done for them, eventually they will hate you. Why bother? **

"Some people spend years trying to fit in, become one of us, but sometimes you can't even buy your way in. it's a birth right," she explained.

"I'm starting to see that. They act like I don't deserve to be here," he sighed leaning back in his chair.

"Where are you from then?"

"Brooklyn."

For someone so manipulative and devious, Blair was never really good at hiding her emotions when put on the spot like this.

"Don't give me that look, it's just over the bridge," he assured her.

"But… Brooklyn? Ew," she scoffed.

"Brooklyn is a fine place, heaps of great people grew up there," he argued.

Yea Cabbage Patch, fine addition to the great of today.

"Yea, like who?" Blair rolled her eyes.

"Issac Asimov, W.H. Auden, Neil Diamond," he listed. "To name a few."

"HA! How about Woody Allen, J.D Salinger, Jack—"

"Woody Allen was born in Brooklyn, he moved to Manhattan," he retorted smugly.

"Well at least he had the sense to get out," she replied.

"You read it."

"I read what?" she asked.

Blair knew exactly what he was referring to, but she sure wasn't going to give him the satisfaction of knowing she took his orders.

"J.D Salinger, the author of Catcher in The Rye," he smiled.

"I only know because I have to look at that stupid book every day," she lied.

Before he could get another word in the bell rang for class.

"I guess I'll see you in class Blair," he smiled gathering his belongings and leaving her there.

Of course, she had AP English next, great Penelope was sure to be there mocking her and calling her names. Lately she had grown accustomed to ignoring her, but she just wasn't in the mood for her childish teasing.

Making her way out of the library she spotted someone hurry in the other direction.

"Humphrey?" she called immediately recognising his disgusting scruffy hair.

He turned around to face her looking shocked.

"Blair, umm… hi," he greeted her.

"What are you doing lurking around, shouldn't you be with Serena."

After all, he was the one who took up all her time, stole her.

"Oh yea, no.," he stuttered. "I was trying to find a Mr Benson, someone said he'd be in here. I need to get transferred to his class. They accidently put me in regular—"

"Tragic, I'm sure. I have to get to class. Move," she demanded.

She pushed Dan out of her way and began to make her way to her locker. She never liked him, something about him seemed off. And she certainly didn't like the way he was loitering around.

Grabbing her books from her locker she made a quick stop to the bathroom, making sure the mean girls weren't in there. She looked at herself in the mirror. Her porcelain skin was starting to glow again, and her eyes didn't look so tiered. Maybe she could get used to this alienation after all. She applied another coat of red lipstick and fixed her hair.

Here goes nothing she thought as she walking into the class room. As she entered she spotted Mr Benson sitting at his desk waiting for the late student's arrival. He gave her a gorgeous smile as she made her way to her seat: something that certainly didn't go unnoticed by Chuck.

"I thought I smelt skank," Penelope sniggered.

"It is your signature sent after all, isn't it," Blair muttered just loud enough for Penelope to hear.

Penelope sniggered, not being quick enough to spit out a retort. A few of the jocks and even Chuck chuckled a bit. ***

"Ummm hi, oh ummm, do you know where Mr Benson is?" A familiar voice asked.

"That would be me," he answered looking up at the fellow Brooklynite.

Dan made a quick unsubtle look to Blair and continued rambling about his class mistake. Why did he look at her? He must have been spying on her, but she was only talking to him anyway, that was hardly a serious crime… unlike eating food in the library. ****

"Well then, take a seat Mr Humphrey," he suggested coolly, continuing to sort through his notes.

Dan staggered through the class room, and took the seat right next to Bair (In front of Chuck)

"What do you think you're doing Cabbage Patch?" Blair interrogated him.

"It was here, or over by your minions," he explained.

Then in the most unsubtle way he leaned over and whispered "And I need to talk to you."

For someone who prides himself in intellectual superiority he certainly was quite dumb sometimes.

Blair rolled her eyes and leant back in her chair trying to concentrate to what Mr Benson was saying. As he wrote on the board she watched his biceps tense. You could tell from his almost inappropriately tight shirt that he worked out a lot.

"Ok juniors, I want you to answer these questions I've put on the board. Full sentences, a paragraph for each answer," he ordered.

_Where did Holden write his story from?_

Easy, everyone seemed to think it was from a mental institute, but he never actually says that, he writes—

"What were you doing in the library?" Dan whispered.

She saw Chuck's head move up out of the corner of her eye, no doubt to listen in.

"Studying. Mind your own business Humphrey," she commanded.

Blair worked as fast as she could all lesson, just wanting to have an excuse to leave and escape the accusing eyes of Humphrey.

Mr Benson just happened to walk past her desk the moment she finished.

"For someone who hates the book, you seem to have a lot to write about it," he noted.

"There's a lot of criticising to be done," she retorted smiling back at him.

Ignoring Dan's worried looks at their exchange; she concentrated on the beautifully sculpted man in front of her.

He walked behind her and leant over her to read he answers. Sure, maybe he was little closer than the regular teacher would be, but no one else noticed as they were too busy discussing themselves.

His cool breath hit her neck and made the hairs on the back of it stand up whenever he chuckled at her responses. Not that she was complaining.

"Maybe try being a little less bias and stubborn," he suggested turning his head to face her.

"I can't help it if this Holden guy is so self absorbed and boring," she explained facing him.

He stood up straight and came around to the front of her desk. "Not everything's Hemingway and Fitzgerald, sometimes you just have to be open to the possibility that you're seeing the character in the wrong light."

"You say stubborn and close minded, I say passionate," she smirked placing her books in a pile.

He grinned his million dollar smile at once more and gestured towards the door.

She nodded, grabbed her belongings and walked down the hall. Glancing at her watch it read 2:45, she loved leaving school early. The halls were quiet and empty, no idiots blocking her exit path.

"Blair!" Dan yelled running down the hall towards her.

Ew, he's like a bug that just keeps following you around and refuses to go away. But he probably had more dieses.

"Wow Humphrey, finish your questions already?"

"Blair what's going on with you and that teacher?" he asked in as serious tone.

"God Humphrey, is your love life with Serena so dull you have to make up your own little fantasies about—"

"I saw you two in the library," he interrupted bluntly.

"Yes, we were both in the library. Chatting about the course work, not that it's any of your business," she spat.

Why did he even care? If he thought he was going to keep Serena by getting along with her, and caring about her life, he was so wrong.

"I saw the way he looked at you in class, the way he leaned over," he commented. "It was totally inappropriate, Blair, if he's-"

"Nothing is happening. You're deluded."

Dan looked down and nodded leaning back against the locker next to hers.

She honestly couldn't see what Serena saw in him, he was judgmental, pretentious, and possessed the grossest hair she'd ever seen.

"What _are _you two yelling about?" A familiar voice inquired. "Surely, you both have settled the battle for Serena's attention."

Perfect, just perfect. Chuck strolled down the hall towards them, both Blair and Dan rolling their eyes. Blair hadn't even talked to him since the bar conversation, when he compared her to his father sweaty horse. Call her crazy, but she had no interest in talking to him since, in fact sometimes it was just painful to see him.

"Nothing that concerns you,' Blair snapped. "Now if you don't mind, I'm heading home."

Blair slammed her locker and walked away. This situation was not something she desired to be a part of.

"I'll give you a lift home," Chuck suggested (well more of a statement).

"That won't be necessary."

Blair stormed off down the hall cruelly rejecting his offer, and even worse: leaving him with Dan. Cruel? Actually no, he deserved it, what on earth possessed him to think she would accept a ride for him after his little speech?

**A/N: **

******* '**_**Blair took a look at his book**_**.' I was proof reading and found this sentence, and laughed so much I kept it in. **

**** '**_**Chuck chuckled'**_**. Once again, little things like this make me laugh.**

***** A library lady at my school honestly took my lunch and banned me from the library for a month for eating.**

**Thank you so much! I really appreciate all the feedback I've been getting, I seriously am so grateful for each and everyone one of you who take the time to Review, you really make me smile **** Promise there will be loads more CHAIR stuff later.**

**Please Review and tell me if your still interested, or if you like the direction/or don't the story is going .**

**I'm sort of imaging Mr Benson like Dave Annable (google him) without the facial hair. Or even Matt Bomer. But let me know who you imagine him to be like **


	3. Chapter 3

Blair spent the next few days gliding through classes easily, and leaving as quickly as possible. It was almost as if she didn't exist, nobody bothered her, the occasional snicker, but everyone seemed to think her scandal was old news. It was as if she was invisible. She spent every lunch time in the library with her English teacher discussing their favourite literature and authors. He had incredible insight into character's behaviours and actions that Blair hadn't even noticed before. It wasn't until they went over Fitzgerald's work that she realised; she was actually having fun, enjoying herself. It gave her a reason to stay at school, instead of fleeing.

Despite Humphrey's pathetic attempts of evoking a romance fantasy in his mind, they were just friends, purely platonic. She just liked spending time with him, he made her feel like an adult, and equal. Whenever she was with Nate, she felt like he was a child and she constantly had to look after him, and with Chuck, it was as if he was consistently patronising her and treating her like a child. Blair had never met anyone that gave her a chance.

So like every other day in the past fortnight, she sat with Mr Benson in their secret spot at lunch time. She sat cross legged on the desk waiting for his arrival while fetching her copy of The Great Gatsby from her bag.

She grinned when she spotted him jogging towards her.

"What are you—"

"Shhhhhh," he said pressing a finger against her lips.

Blair raised an eyebrow wondering why they had to keep down.

He took his hand away, and surveyed the area.

"No one's here, why so secretive?" Blair asked whispering and playing along.

"Your favourite?" He smiled grabbing two raspberry yogurts out of his bag.

"You're going to get us into trouble," Blair hissed.

"Well we'll just have to be sneaky wont we?" He ginned handing her yogurt.

Blair smiled back and cautiously opened it.

"But for future reference. Blueberry is my favourite," she shrugged taking a spoon.

"I'm sorry your highness" he mocked.

Yes, maybe he was just mocking her princess attitude. But made her slightly nostalgic of when she was queen. It was perfect, a bunch a loyal followers, a white night, and a kingdom she ruled. She hadn't been checking gossip girl lately, but according to Serena's occasional rants, Little J from Brooklyn was now queen. She had least expected Penelope or Hazel to take over, but Little J? Seriously? She thought even Penelope would be against a foreign queen.

"So what are you plans for the weekend," he inquired. "Attending a tea party or two?"

"Nope, just your regular high class brunch," she chuckled.

She had never really joked about her financial and social status before, it seemed so important. But now, she realised how silly it really was. This must be how Dan saw it.

"Actually, I was thinking of attending this art showing, it has all these paintings of classic movies," she explained. "Although it is in Queens."

"No way! My friend is organising that event. " he exclaimed. "I was thinking of going too, might see you there."

"Yea, maybe. See you in class," Blair waved walking out.

XOXOxoxoXOXOxoxoXOXOxoxoXOXO xoxoXOXO XOXOxoxoXOXOxoxoXOXOxoxoXOXO xoxoXOXO

Blair walked out into the courtyard for her spare period. Mr Benson was teaching, and she felt like she needed some fresh air instead of being cooped up in the dark library all day. She sat at bench and began to read he chemistry text book, until she spotted a shadow behind her.

"I'm honestly considering a restraining order," she remarked continuing to read her book.

"I wasn't… look, Blair, I just thought you could use a friend," he explained taking the seat opposite her.

"Look, Humphrey; just because your dating my best friend doesn't mean we're friends, ok?"

"Well, after the day at your mum's shoot, I thought—"

"I was having bad day," she turned and looked straight at him. "Just because you told me about your pathetic problems, doesn't mean we share some everlasting bond."

Dan nodded and looked down towards his fiddling hands.

"Ok. I'm sorry, I'll back off," he apologized.

Blair watched him as he began to take some books out of his bag and set them on the table.

"What do you think you doing?" Blair raised her eyebrows.

"Just studying, like you," he shrugged. "Just two barley acquainted students, hitting the books in the school courtyard.

Ok, _you win this one_ Blair thought. _'Nicely played Brooklyn'_. I guess, it was just as humiliating sitting with the scholarship kid in public, as it was to be alone. It's not like anyone could ridicule her more, it was only fitting the two kids in the school with the lowest reputations be found together.

XOXOxoxoXOXOxoxoXOXOxoxoXOXO xoxoXOXOxoxoXOXOxoxoXOXOxoxo XOXOxoxoXOXOxoxoXOXO

Blair stood at the entrance of her closet, wondering what to wear tonight. It was art gallery, for some very classy, elegant movies. But, then again, it was in Queens, presumably run buy some dirty hipsters trying to be old school. She didn't want to stick out and turn up over dressed, especially since Mr Benson might be there. Deciding she would rather be underdressed than over dressed, she settled for a pair of dark blue skinny jeans, a white lace top, a black leather jacket, and her high heel black boots. Yes, Blair Waldorf owns a leather jacket. Eleanor brought it back with her France once, claiming all the young people wore them, Blair determined to avoid looking like a lower class biker discarded it to the back of her closet. Blair slicked her hair into a ponytail and applied some more eyeliner.

Usually she would never go anywhere by herself, as a child she always assisted on dragging Nate where ever she went (maybe just because she didn't trust him with Serena). But that was right, Blair Waldorf, travelling alone to some indie art gallery in Queens.

She walked into the gallery and immediately felt a wave of comfort. Nobody here knew who she was; they didn't know her scandals, or current social standing. She was a stranger, one of the masses.

She placed her jacket in the coat room and began to walk around.

The first piece she looked at was an old photo of Audrey Hepburn.

"Hey you," a familiar voice greeted her. "So you decided to come."

She turned around to face her English teacher. He wore navy shirt, open collar, with Black jeans and converse. Now she was glad she decided on her 'dressed down' look, everyone here was even more casual then her. She wasn't on the UES anymore.

"Yea, wouldn't miss it," she smiled turning back to the photo.

"You an Audrey fan?" he asked now standing beside her.

"More than a fan, she's my idol," Blair explained.

They stood there in comfortable silence for a while, it was soothing, easy. She was never one to stand and appreciate art for hours, but this was different.

"Come-on, I'll show you my favourite," he offered his hand to her.

Platonic, purely platonic.

She smiled back at him and took his hand while he led her across the gallery. He picked up the pace to an almost run, which Blair found herself struggling to keep up with in her heals.

He led her out onto a balcony. The view. It was truly incredible, you could see the whole city, the lights, the buildings.

_Chuck liked rooftops_

Argh! She was pathetic, why couldn't she just move on. Everyone else had, but no. She continued to live in the past pining over her ex's. From now on, she was just going to enjoy the moment, enjoy the company.

"It makes me feel so insignificant," he confessed.

"How is that a good thing?"

Feeling insignificant? Whenever she looked out at the city she felt powerful, influential.

"Well, it reminds me, that all those people who believe their so important and superior, they're really just one of the millions of people that live there," he explains holding onto the railing of the balcony. "They're not that special, none of us are."

Maybe he was right. Being queen? She just happened to rise to power, but she wasn't that special, she wasn't more significant than everyone else. Sure she had better taste, but that didn't make her more special. *

"I used to think I was special," Blair admitted leaning against the railing next to him. "Like it was my birth right to be superior in every way."

"And that's changed?" he asked looked at her.

"You've given me knew perspective," she smiled.

"I am honoured milady," he exclaimed poshly. "To change the Queen of Manhattan! Such an achievement"

"How'd you know I was Queen?" Blair snapped. She thought he didn't know anything about her former ruling, that's what she liked about talking to him. She felt as if he was the only that didn't judge her for her past.

"People talk,' he explained. "All I heard was that you were a much better dictator than this new girl_,_ and now you're dethroned or something."

She would always be a better ruler than Little J or Penelope. Both girls lacked the basic know how, not to mention their taste was appalling.

"Don't mock," she silenced him. "High School hierarchy is very serious."

"I'm sure it is," he chuckled. "May I ask who dethroned you?"

"Penelope," she muttered.

"Ah yes, that one with obscenely big… nose, she has a very large nose," he sighed."She quite the flirtatious one."

"Flirtatious? She's a skank," Blair snarled.

They stood in silence for a while, just watching the car and building lights. She hadn't realised how close she was to him before, the hairs on her arms prickled up to the feel of his arm pressed against hers. She felt her skin immediately heat up.

"Benjamin, there you are," a voice slurred.

An obviously drunk man with blonde wavy hair stumbled in to face the two of them.

"Who are you?" he grinned sleazily.

His eyes raked up and down Blair's body whilst smirking. He made Blair feel sick, there was a terrifying hunger of lust in his eyes that made her feel very uncomfortable.

To her surprise she felt Mr Benson put an arm protectively around her waist.

"Colin, this is my friend Blair," he introduced her gripping her tight.

He sauntered up to her and grabbed her hand and kissed it sloppily.

"Pleasure," he slurred, his breath sticking of whiskey. "Where did you find this one Benny? She looks quite tasty."

She appreciated Mr Benson's arm around her, otherwise she might have been scared this Colin would do something.

"Shouldn't you be going mate?" Ben dismissed him.

Colin gave Blair one last wink and stumbled back into the main room.

As they watched him go, Mr Benson removed his arm.

"Sorry," he apologized. "He's not the most upstanding guy."

"It's fine," she assured him. "I used to be friends with Chuck Bass, I'm used to it."

Really Blair? Really? Mentioning the ex is a bad move.

"Ah yes, I do have the pleasure of teaching that young man," he rolled his eyes. "Never lifts a pen.'

Chuck had real potential; he just didn't believe he did. If he applied himself he could certainly achieve the same marks, if not better than when he cheats.

It was getting late, Blair just wanted to get home and relax, maybe do some of that chemistry homework that's waiting for her.

"Mr Bens—"

"Ben."

"What?"

"Blair, we're not in school," he commented. "You can call me Ben."

"Oh right, ummm. It's been fun, but I should probably be getting home… Ben," she sighed.

"Yea, of course, me too," he smiled. "We could share a cab? Well, I live on the way to the UES, so I could get dropped off on the way?" he suggested.

Yes, he was a teacher. And yes she was hanging out with him after school hours. But taking a cab together? Was that crossing some sort of line? It wasn't like she was having an affair, it was just an innocent cab ride home.

"Sure," Blair smiled and began to walk with him to the coat room.

Being a lower class gallery in Queens, they didn't have a coat check, just a musky smelling room.

Ben grabbed his suit jacket, but Blair couldn't find her leather jacket anywhere. Of course, just her luck, the one time she goes to Queen's her jacket is stolen. At least it wasn't Prada.

"Did you find your coat?"

"You know what? I just realised I forgot to bring one tonight," Blair lied.

She didn't know why, but she felt really embarrassed that her jacket was stolen, she already felt like she didn't belong here, but this was just confirming her fears.**

"Oh here, take mine, it'll be really cold outside," he offered, taking his coat off.

He came around and stood very close behind her. Blair could feel him pushed up against her. She raised her arms, as he slowly put his coat on her. She felt his breath on the back of her neck, it was intoxicating.

He grabbed her hand, and held it as they walked onto the street to find a cab already waiting. She was glad for the coat, it was freezing.

He gave the driver his address as they got in the cab.

"I sometimes like to pretend I'm Holden when I'm in a cab," he admitted as they drive off.

"Why am I not surprised."

He just stared at her smiling, nothing needed to be said, it was comfortable. The taxi stopped outside his house.

"Crap, I'm sorry Blair," he apologized. "I only have enough for my place—"

"Its fine," she assured him. "Upper East Side, remember? I can cover it."

"I owe you one cab ride," he settled. "Until next time milady," he smiled kissing her hand and exiting the cab.

"Bye. Oh here's your coat," she took off and handed him his coat back.

He nodded thanking her, and shut the door.

Once he was gone, the taxi took off again.

"Where on the Upper East Side miss?" the driver asked.

Before she answered Blair reached into her coat pocket for her purse… but she had no coat. She realised she had no money. He driver must have seen her startled look.

"You got enough money?" he asked pulling over.

"No, I left my wallet somewhere. When we arrive I can run upstairs and get you money," she suggested.

"No. No money, no ride," he ordered signalling her to exit the cab.

XOXOxoxoXOXOxoxoXOXOxoxoXOXO xoxoXOXOxoxoXOXOxoxoXOXOxoxo XOXOxoxoXOXOxoxoXOXO

Well this is just great. Walking alone, in the dark, with no cell phone, in god knows where. She was sure to die. It was definite. If not by some act of crime, then defiantly by this cold. This must be the world telling her to stay on the UES and never ever go anywhere else.

"Hey baby, how you doing?"

Blair turned around to find Colin, the man from the party… who was evidently still drunk.

"What a big coincidence," he grimaced. "The world must be telling us something."

He grabbed her hips and pulled her right against him sniffing her hair.

"Ew, Don't," Blair pushed him away.

Suddenly a limo pulled up to curb next to her. Of course. She recognised that limo.

The door opened and sure enough revealed the young Bass heir.

"What the hell do you think you're doing!?" Chuck growled signalling her to get in.

She rolled her eyes and all too happily hopped in the limo (quickly checking for any skanks Chuck might be hiding). Sure, this was not her most desired situation, but it was certainly better than the latter.

"She crawled over to the other side, while Chuck slammed the door and told Arthur to drive.

"Jesus Blair! What were you thinking!?" he yelled. "God knows, what's out there, who! This is a bad neighbourhood."

"Just leave it Chuck," she snapped. "I lost my wallet and my cell, ok."

He became aware of the absence of her jacket too.

"Jesus, you're freezing," he commented looking at the goose bumps on her skin. "Here," he took off his ridiculous purple suit jacket and put it around her.

If only he knew, she had another man's coat on less than an hour ago.

He looked extremely angry, but seemed to calm and down and look concerned.

"Blair," he whispered softly. "Were you robbed? Did that guy do something to you?"

Blair turned to look at Chuck who was close next to her looking the saddest he ever had been. He looked so vulnerable and innocent, never capable of anything destructive.

"What? No. I lost it at a thing I was at," she explained being as vague as possible.

Blair was still shaking. Chuck noticed this and shifted closer to her putting his arms around her to warm her up.

Usually Blair would have rejected such affection, but she had to admit he was rather warm. She leaned into him and put her arms around him also. The two teenagers sat there hugging, as Blair felt tears run down her cheeks. She had no idea why she was crying, but the tears just kept coming. She hated people seeing her vulnerable, but luckily her face was hidden.

Eventually Blair fell asleep on Chuck's lap. He carried her inside when they arrived at her house. He layed her down on her bed, taking off her shoes and pulling the blankets over her. Debating whether to or not to, he eventually kicked off his own shoes and joined her. She wouldn't want to be alone right now; he just wanted to make her feel safe. As he put an arm around her shoulder she snuggled up against him placing and arm around his waist and entwining their legs.

He watched her sleep peacefully.

"I love you," he whispered kissing her temple, then leaning back to go to sleep. He could lie here forever.

**A/N: **

*** Character growth! :O Sorry for being so obvious, I lack subtly sometimes.**

**** Totally happened to me once. I don t know why, but I was too embarrassed to tell people someone stole my jacket. **

**Anyway, I've had a rough week. I just started university, which alone was pretty scary. But unfortunately my friend, who I was supposed to move out with and go to university with, recently took her own life. So not only her tragic death, I currently find myself homeless… and I really don't want to move back in with my parents.**

**Yay Chair! Something may happen soon, so I wouldn't cancel Mr Benson out just yet. But as always: I promise a Chair endgame.**

**Please review **** Tell me what you think? Anyone like Mr Benson (I'm trying to make him seem nice, but a lot of it seems a little creepy, sorry)**


	4. Chapter 4

Blair woke up to find two surprises she was certainly not expecting. Firstly, she was currently still in last night's clothes, no one should ever sleep in jeans, it was making her far too uncomfortable. And secondly, her limbs were entwined with a certain teenage billionaire. She looked up to find that her head was resting on his shirtless chest, and her legs were wrapped around his brief wearing waist and legs. At least he was somewhat clothed; I guess that was something to be thankful for.

Contemplating her options she slowly slid out of her bed and walked towards her bathroom. Chuck Bass was in her bed. The same Chuck Bass who compared her to his father's sweaty horse, the same Chuck Bass who ruined her cotillion, the same Chuck Bass who used her for his own stupid games. How could she have been so stupid, he was just out to use her?

After showering Blair put on her white robe and dried her curls to perfection. Carefully she peeked outside of the door, to find her empty bed. Thank god! Swinging her door open she pranced down the stairs to go make some breakfast. Entering the kitchen she was startled for the third time in one morning.

Chuck Bass in her kitchen, wearing some ghastly apron Eleanor received and never wore over his shirt and pants.

"I made you breakfast," Chuck grinned holding out a plate of bacon, eggs and French toast.

What did he expect? Her to run into his arms and mount him because of his sorry attempt and kindness? As if.

"You cook?" Blair asked immediately cringing at her lack of witty insults.

He smirked taking her question as an invite to spend the morning with her. Walking towards the dinner table he placed the tray down and pulled out a chair for her silently.

Blair reluctantly took a seat, not bothering to complain or refuse, she wasn't in the mood for Chuck's dramatics.

He grabbed two plates for them and poured them both some orange juice. Well there was a sight to see, Chuck Bass drinking something other than his staple scotch.

She couldn't remember when or where she ran into Chuck Bass last night, although she did remember having a bit of champagne with Mr Benson. Did he just crawl into her bed whilst she was asleep and undressed himself?

Breaking the silence of them sitting opposite one another at the table Blair took the chance to work out what his game was, in the most unsubtle manner ever.

"Why are you here?" Blair snapped staring intensely at him.

"I found you last night with some bloke in Queens," he stated simply not over exaggerating his chivrilty.

"Ben?" Blair asked. No doubt it was, and if Chuck had found them together, he was sure to bring it up soon anyway.

Chuck raised an eyebrow and his confused expression soon turned into a disgusted snarl.

"No Blair,' he spat. "It wasn't your English teacher; it was some creep trying to take advantage of you."

Blair felt a pang of guilt in her stomach. She wasn't doing anything wrong, it was fine; he was just a friend… who was slightly older… and happened to be her teacher.

Unsure and afraid of what to say Blair sat in silence picking at her grapes she put on her plate.

"What!? That's it? You're not even going to apologize, make an excuse?" Chuck yelled. "You f***ing scared me Blair!"

"Why the hell should I apologize to you!" Blair snapped, grabbed her plate and stormed up the stairs back to her room.

Reaching her bed she buried herself under the covers and began to cry. She wasn't entirely sure why she was crying, maybe because she was ashamed, maybe because she was so mad at Chuck. She couldn't exactly tell. But now she couldn't even go downstairs without facing him. It wasn't as if she wasn't used to it. After Serena left for boarding school and her parents started fighting, she used to hide in her room for hours pretending she wasn't home. Sometimes Dorota would join her and bring her food or talk about their future weddings.

She tried hard to listen for the ding of the elevator, signalling Chuck's departure, but instead she heard a different quite distinctive sound.

Chuck sat on the opposite side of her bed, while she remained hidden under the covers. Sure it might seem a little childish, but there was no way she was letting Chuck see her tears.

"I haven't said it, because I thought you already knew…" Chuck began.

Blair didn't respond.

"… I am so sorry Blair," he apologised. "And come on Blair, you know I mean it, considering how often I do apologies."

They always had that in common, both stubborn and selfish, but neither could ever admit defeat or mistakes.

"I was… I was just so mad," he confessed. "I wanted you so bad, and I know what I did was wrong, ruining your Cotillion, but it was all because I was so afraid to lose you."

She knew Chuck liked her… but she always just assumed she was a passing faze of his, something he'd get bored of eventually.

"And when you went running back to Nathaniel and chose him… I just… I just couldn't handle the rejection. I'm always second best Blair! I'm your last resort," he growled. "So I said those things just because I was mad at you. It wasn't because I don't like you anymore, or I was disgusted in you."

Chuck Bass cared about her? He was jealous? A few months ago, none of this would have ever crossed her mind. She was 'happy' in a relationship with Nate and never even looked at anyone else, or saw the possibility of anyone else even desiring her.

"I just wanted to make you hurt as much as you made me," he continued. "It was bad enough that Nate and my own dad hated me too—"

"Your dad doesn't hate you," Blair stated lifting the covers to face him.

"Of course he does," Chuck snarled. "I'm the devil child that killed his beloved wife."

Chuck sighed; he didn't look at Blair but kicked his shoes off, put his hands behind his head and layed against the head board of the bed.

"He doesn't hate you Chuck," Blair explained crawling out from under the covers. "You probably just remind him of her and it makes it hard for him to show affection."

Chuck pursed his lips now looking up at the roof.

"And Nate doesn't hate you. He just needs some space and he'll come around."

"Do you hate me?" Chuck asked finally looking Blair in the eyes.

Sure she was mad, but she didn't hate him, she could never hate him.

"No, of course not," she admitted.

Chuck smiled.

It wasn't his usual cocky smirk, or his 'I'm plotting against you' snarl, but a genuine grin.

He leant down and placed a light lingering kiss on her lips.

How he went from the boy who broke her heart, to the boy who was now kissing her and making her feel warm in under an hour was beyond her. But everything seemed right.

When he pulled back Blair found herself grinning like an idiot which Chuck found quite amusing.

Blair pulled him back for a longer more passionate kiss, but Chuck pulled away.

"I've got a plan," he smiled. "Get dressed and I'll meet you downstairs in 15."

Wondering what he had planned Blair searched for the perfect outfit. Searching through her closet she picked out a light purple singlet (Chuck's favourite colour) and Black lace flowing skirt. She paired it with her favourite peep toe Manolos and grabbed her grey coat, and scarf.

XOXOxoxoXOXOxoxoXOXOxoxoXOXO XOXOxoxoXOXOxoxoXOXOxoxoXOXO XOXOxoxoXOXO

Chuck pulled her hand as they walked across Central Park to arrive at her favourite pond.

"You bought me to feed the ducks?" Blair grinned.

Nate would've never done anything like this for her, he didn't pay enough attention to know she liked feeding the ducks, let alone which pond was her favourite.

"But we have no bread," Blair pouted looking at the hungry ducks.

"Ah, just in time."

Blair turned around to see what Chuck was looking at. Arthur was running towards them with a loaf of bread.

"Here you go Miss Waldorf," he said handing her the loaf and running back to the limo.

Blair spun around to Chuck grinning and put her arms round his neck.

"Thank you," she smiled.

He leaned down to capture her lips with his again. He'd never felt so happy before, it was utter bliss.

**A/N: HAPPY EASTER! **** I know it's not long, but I thought I'd upload it anyway, just to put something up.**

**That Chair enough for you all? Sorry, but it won't stay like this for long :P**

**Yes yes, I know I take a long time to update but I only just got internet access.**

**For anyone who's interested: I have now moved back in with my parents :\ Since I have no other friends. I have been going to university for almost a month now… not what I expected. I would describe it in one word it would be: alienating.**

**But yes, I know 'UPDATE UPDATE NOW' and 'IT'S BEEN OVER A WEEK' … thanks for reminding me *heavy sarcasm***

**Haha. Should update within the next week depending on my work load. Feel free to check out my twitter link in my profile and ask me any questions, or if you just wanna have a chat **

**Please review, I really appreciate all your feedback **


	5. Chapter 5

This weekend was perfect. They skipped the brunch and spent the entire day in bed talking. There were no distractions, no judging eyes, no one to boss them around and tell them how to live their lives.

But today was Monday, school. Although spending the whole weekend together, Blair wasn't entirely sure what they were exactly, and whether or not they would now be acknowledging each other at school. Would she continue to spend her lunch times with Ben? Oh crap. Ben. Chuck wasn't all too fond of their English teacher, but Blair didn't want to just cut him off because her sort of boyfriend/ex-lover was holding an unreasonable grudge.

With any luck Chuck wouldn't even come to school today, after all it was 8:30am on a Monday morning.

Deciding that she didn't want to risk running in to anyone on her way to school, Blair took a cab which she immediately regretted finding something sticky on the seat. Checking her time table she rolled her eyes. Of course she had AP English first up, just terrific.

Walking into the classroom Blair found only a few random people already seated, but no Chuck, or mean girls. She took her regular seat by the window and began to get her notes out.

"Well well well, If it isn't the resident Howard Hughes,' the nasally voice of Penelope buzzed.

Penelope walked in followed by Hazel, Kati and Iz. They looked utterly ridiculous, their headbands and coats didn't match not to mention all their outfits clashed with each others. Gosh, at least when Blair was Queen they looked good.

"Bailing on the social event of the year B? Can't handle your own embarrassment anymore?" Hazel chirped in.

"Your mother's transparent attempt at throwing a brunch is hardly the social event of the year Hazel," a husky voice retorted as he swaggered into the classroom.

Chuck Bass, at school on a Monday morning, ready for class? Something was defiantly wrong. Chuck took his usual seat behind Blair, and leant forward to whisper in her ear.

"I missed you this morning, I thought we could fit in a little ride in limo before school," he chuckled in her ear before leaning back to his preferred slouched position.

Blair smirked and glanced back at the mean girls who were unsubtly staring with their jaws dropped open. As if things couldn't get worse, Dan Humphrey stumbled in the classroom tripping over a desk and made his way to take the vacant seat next to Blair.

"Morning Blair," he nodded. "Lovely day."

Maybe it was her new found happiness with Chuck, or pissing of Penelope, but for some unknown reason at this moment in time Blair felt Humphrey's presence somewhat tolerable.

"It is quite," Blair sighed accepting that he wasn't going away anytime soon.

"Did I miss a chapter?" Chuck leaned forward questioning. "Last I knew you two couldn't stand one another."

"I could say the same about you two too," Dan commented. "Anyway, Blair and I have found some common ground."

Chuck raised an eyebrow curiously.

"That is an exaggeration" Blair explained. "Humphrey is far too desperate for companionship and forces his friendship upon others."

"Come on Blair, we have lots in common," Dan pleaded. "We have some of the same classes together, we're both close with Serena, and we both like to hang out in Queens on Friday nights."

Both Chuck and Blair's eyes widened. How did he know she was in Queens?

"Listen Cabbage Patch, I don't appreciate being stalked, and it's none of your business what I do in my spare time, is that clear?" Blair snapped.

All weekend Blair and Chuck avoided discussing that night out of fear of argument. They were only just getting along, and if Blair told him she was meeting her teacher there she was positive this new found relationship wouldn't last very long at all.

Before Chuck could ask her what actually went on Friday night, Mr Benson walked in with a stack a papers.

"Morning everybody," he sang slamming the stack on his desk. "Today we will be doing group activities, so I'll allocate you to a group and you'll be working on your assignments with the other people."

Perfect, maybe she would be able to get away from the Brooklyn rat after all.

"Ok, Penelope, Dan, Hazel and Kati: group 1," he called.

Ha! He got what was coming to him. If she taught them well, he wasn't exactly going to have the best time with his new buddies.

Dan reluctantly got up and moved his books to a table with the appalled looking girls.

"Group 2: Chuck, Bryce, Duke, Isabel and Blair."

Argh. The troll Duke who ridiculed her in front of the class last week winked at her as he made his way over to take a seat. Iz bit her lip and pranced over also. She was well aware that Blair could destroy her if she wanted to. Bryce McLaggen was the grandson of Richard McLaggen who created the giant technology corporation: MyTech. Eleanor had had them over for dinner a few times, Bryce was nice enough. He was on the swimming team but was also very studious.

Blair sighed and spun her chair around to face the group's table. She took a seat between Bryce and Iz opposite Duke and Chuck.

"Ok you guys will be discussing Holden's hunting cap," Mr Benson ordered.

"Like seriously? We have to talk about his stupid ugly hat he wears, argh," Iz scoffed. "I mean, soo not in season."

"Much like those shoes," Blair muttered under her breath which Chuck smirked at.

Blair felt a foot rub against her leg, she looked straight at Chuck who was pretending not to notice. Really? They agreed they would take it slow; they hadn't even slept together, which was a big deal for Chuck. She thought they agreed on jut being friends, and seeing how it goes from there. She couldn't believe he was actually doing this, and at school of all places.

"I need to go to the bathroom," Chuck mumbled to the teacher and got up.

The foot continued to rub against her leg. Blair looked up to find the squirmy face of Duke smirking. Ew. She kicked his leg as hard as she could; causing him to yell and rub his shins.

"Something the matter Mr Williamson?"

"Nope, nothing at all," he replied shooting Blair a look.

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Chuck never returned to class, not surprising after all. His 10 minutes of attendance before 1pm probably tiered him out. In fact Blair didn't see him for the rest of the day, so she figured she may as well go to library at lunch like normal.

When she reached her spot she found Ben already sitting there cross legged on a chair.

"Hey," she greeted him taking a chair opposite him.

"Hey, sorry about class. I tried to get you out of a group with those girls, but I complety forgot about Chuck," he apologized setting his book don beside him.

"No, don't worry, its fine," she assured him. "Actually Chuck and I have sort of reconnected as of late."

"Really?" he raised his eyebrows shocked.

"Yea. Just friends though, we're going to see how things go," she explained.

He nodded and picked up his book again before stopping and looking back up at her.

"What?" she asked.

"I just don't get it," he mumbled.

"Get what?"

"How you're friends with him. You just seem so different, you're intelligent and beautiful and nice, and he's well, he's Chuck Bass."

If only he knew. If only he knew her bad qualities, and not just the good. If only he saw how she was capable of worse than Chuck.

"Chuck is intelligent,' she argued. "He just doesn't have any faith in himself. And he's really sweet sometimes."

He nodded again and settled down.

"I took your advice," he spoke. "I'm reading this Austen stuff."

Blair glanced at the cover of his book: Emma. It used to be one of Blair's favourite books when she was younger. All the other kids were reading Harry Potter and The Hobbit, but she read them years before and went on to Austen, Fitzgerald and Hemingway.*

"Yea," she smiled. "So, what do you think of it!?"

"Well, the main character seems a little whiney—"

"Says he who likes Holden Caulfield," Blair interrupted. **

"Haha, but she does show enormous character growth," he chuckled. "I'm reading it for the second time, to understand it a little more."

"I always do that," Blair admitted. "Straight after I finish it, I almost always read it all over again."

He grinned back at her. Gosh, he was adorable.

"Can I ask you a question?" Blair inquired rolling her chair closer to his.

'Sure, what's up?"

"That night, at the gallery," she began. "You didn't happen to see Dan Humphrey loitering around did you?"

"Dan? The guy from English this morning?" he asked.

Blair nodded.

"No, not at all," he assured her. "Why, did he insinuate something?"

"He may have suggested he saw the two of us at the gallery," she explained. "I'm just a little worried he might tell someone."

"He doesn't seem like the most popular kid here, do you think he would tell anyone?" Ben asked.

"Oh please, he has no friends. But, his moral compass is thing we should be worried about."

No matter what the situation, or potential outcome, Dan's moral compass and need to do the right thing was always a little unpredictable.

"Ah ok. Listen Blair," he moved closer to her and put a hand on her leg. "Even if he does tell someone, it's ok. We aren't doing anything wrong, we're just hanging out. And I'm really sorry if I've put you in an uncomfortable position, you don't have to keep me company, I can leave if you want me to,' he explained.

"No, no don't be ridiculous," she smiled. "I know we weren't doing anything wrong, I'm just worried about Humphrey's imagination, the amateur writer tends to dramatise situations."

"Ok," he nodded. "But let me know, if you change your mind. I don't want to make you uncomfortable."

"I won't," she chuckled.

She was really glad to have befriended Ben; he was kind and sweet and treated her with respect. She just wished that Chuck could see what a great person he is.

"I'm glad. Because who else would listen to my ramblings," he laughed.

"Oh come on, who wouldn't want to hear your opinions on classic literature," she joked. "Anyway I'm just here to boost my grades."

"Miss Waldolf, I never! Exchanging friendship for grades," he teased.

"Well, you just seemed desperate for some company," she sighed grinning at him.

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"Humphrey!" Chuck growled. "About time, you're late."

Dan strolled up towards Chuck who was smoking behind the school.

"Yea well, I dropped my books, and then Serena called—"

"I don't care," Chuck interrupted dryly. "Now tell me, what did you find?"

Dan didn't like the idea of reporting to Chuck, but he couldn't lose Serena. He knew what Chuck was capable of, and when the richest teenager in all of Manhattan is blackmailing you, it's not in your best interest to refuse.

"Well I followed Blair to the library," he began. "And she walked right to the back and took a seat with Mr Benson who was reading. They talked for a while, and laughed…"

Dan saw Chuck wince, so he stopped talking and waited for a signal.

"Continue Humphrey, we don't have all day," he demanded.

"Well then they moved closer together, and he put his hand on her knee, and they—"

"She's f***ing him, isn't she?" Chuck spat.

This was one of the only times Dan had witnessed Chuck's protectiveness and jealousy over Blair. He was so quick to jump to the conclusion that people were letting him down; he didn't even give them a chance.

"No!" Dan shouted. "No they just talked," he pleaded. "Just friendly, platonic chat."

Chuck eyed him suspiciously. Moments like these would be great for his Charlie Trout character, exploring his depth and his insecurities of affection towards him.

"You can leave now," Chuck drawled taking another drag.

Dan walked away knowing Chuck's boundaries. Once he was out of sight Chuck dialled his phone.

"Andrew, Its Chuck Bass. I need everything on a Benjamin Benson, teacher at Constance/St Judes," he demanded.

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"OMFG!" Blair exclaimed. "You have to correct all those papers?"

Ben had a stack of papers half of his height all in messy student's writing.

"You bet," he chuckled. "The joys of being a teacher. Half these kids are just bullshitting trying to get a pass, but I have to read everyone."

Well it's a good thing Blair didn't have her sights set on being a teacher. She had being hanging out with Mr Benson for the last hour, she had spare periods at the moment, and usually Blair would just go home early. But she was planning on waiting for Chuck to finish and then hang out with him.

"Wow," Blair mumbled reading some kid's essay. "This is going to take you forever."

"You're not wrong there. Hey, I'm hungry and I need a break," he stated. "Do you want me to get you a yogurt or something?"

She sure could go for some food, she hadn't eaten all day, but Chuck would be out soon and she could order room service at his or something.

"Nah its fine," she replied. "I'll just give Chuck a ring and see if he's out yet."

Ben nodded and piled his papers into stacks.

Blair grabbed her phone and walked away for some privacy. She listened to it ring until he finally picked up.

"_Yes?"_

"_Hey Chuck, its Blair,"_ she smiled. "You _almost done? I'm dying for some palace room service."_

"_I went home early" he replied._

"_Oh ok, do you want me to meet you somewhere?"_

"_Can't I'm busy."_

Ok, this was weird. Earlier today he was so nice and friendly, and now he was totally brushing her off.

"_Ok. Ummm, see you tomorrow then," she sighed and listened to the beeping signalling Chuck had hung up on her._

Why was he acting like this? It was as if this weekend hadn't even happened. He was back to his brooding distant self. She had planned on telling Chuck how she felt tonight, and maybe spending the night with him, but now it was no doubt a lonely evening in her empty penthouse.

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"Hey Chuck," Penelope slid up next to him at the bar.

Chuck simply glanced at her then continued to stare at his scotch.

"What's wrong?" she asked fluttering her eyelashes a little too much.

"Nothing,' Chuck muttered taking a gulp of his scotch. "Shouldn't you be off copying Blair or something?"

"I don't copy Blair!" she scoffed. "Anyway, who would want to copy that slut."

It was so ironic Blair was being called a slut. Even though he was mostly behind the reason, he found it so funny that people were judging Blair for sleeping with two guys in her life. She'd be freakin mother Teresa compared to all the other kids, if their secrets were exposed.

"Is there a reason for your disturbance?"

"I was just thinking," she smirked. "We could do some celebrating of my new reining together."

Chuck looked over at her. He hand was now squeezing his thigh and her knee was touching his crotch.

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As she walked back to the library spot she heard her stomach grumble. She really was hungry. But Dorota had been given the night off, how was she supposed to eat?

"How is the wonder boy?" Ben joked slinging his bag over his shoulder.

"Full apparently," Blair sighed.

She really wanted to go to the new sushi place down the road, but it wasn't like she had anyone to go with. And a Waldorf doesn't sit alone looking desperate.

"You wouldn't be up for some sushi, would you?" Blair asked Ben.

"Overpriced Manhattan Japanese happens to be my favourite," he grinned. "Lead the way."

**A/N; I love Dan by the way. Dan is my favourite character, but for some reason I'm going a little harsh on his worse traits in this fic, not too sure why :P**

**I feel like I write more as method of procrastination. So for future reference, my more frequent updates will be when I have lots of assignments due **

***Love love love Harry potter and The Hobbit **

**** I often criticize Emma by Jane Austen, because I dislike the character's whiney attitude. And my sister actually said: "Then why do you like Holden?" **

**Don't worry I know Chair seem a little worrying at the moment, but please trust me, I have some great ideas for this fic **

**It's my Birthday Saturday :D Going to be 18! And I'm going skydiving! So that should be fun **

**And as always, please REVIEW **


	6. Chapter 6

Blair and Ben took a seat in the restaurant opposite one another. It felt strange going out for dinner. Since her slide in the social ladder Blair hadn't really gone out in public that much, besides the occasional shopping trip; because no matter how sad your social life is, you're only going to make things worse for yourself wearing last season's outfits.

"This actually quite good," Ben admitted. "But still nothing compared to the real stuff in Japan."

"You've been?" Blair inquired.

"Yea, a few years ago I moved with my dad for his job," he explained taking another bite of his sushi.

"Have you tried the oknomiyaki?"

He dad took her to Japan when she was younger for a business trips; she used to love looking at all the temples in Kyoto, and patting the dear in Nara.

"In Hiroshima? Oh yeaa, love it."

She couldn't believe she was just sitting here talking about food with her English teacher, while her sort of not boyfriend did god knows what god knows where.

"Are you alright?" he asked.

Blair contemplated for a while. Sure she was pissed off at Chuck for blowing her off, but if she had actually thought about it, she was kind of having fun. It was nice having intellectual conversation with someone.

"I'm fine," she assured him finishing off her sushi.

"Ok, it's just you seem a little upset," he explained.

"No, its fine. I'm just wondering about Chuck."

The last thing she wanted to do was go back home to her empty penthouse with thoughts consume Charles Bass clouding her head.

He nodded sympathetically.

"So what's your brilliant plan for tonight?" she asked changing the subject.

"Well, that stack of papers aren't going to grade themselves," he chuckled.

Blair felt her phone in her pocket buzz.

_From: Gossip Girl_

_Looks like C has found a new Queen_

Blair clicked on the attached photo to find a picture of Chuck and Penelope in a compromising situation at a bar.

Suddenly it felt as if her throat was about to close over and she could choke on the lump rising. Holding back the tears she tried to focus on what Ben was saying but it was as if everything was going in slow motion.

"Blair? Blair? Are you alright?" the muffled voice of Ben spoke.

_Why would he do that? She thought they were on the road to recovery. Why the fuck would is he with Penelope? Was that why he blowed her off? To fuck the wannabe queen from Slutvile?_

She heard the whispers of people nearby, the glances from preteens reading the blast. She felt suffocated, trapped; it got too hot, too hot to bear. *

She looked over at Ben's concerned face. He must have noticed how upset she was and payed the check, then lead her out the door into the street.

"Blair?" he asked once again.

Ben must have realised the cause for her _slight_ discomfort and took her phone from her clutch, reading the blast that had just came out.

"Listen, Blair. I am so sorry," he winced looking at the photo.

"It's fine," she whispered. "It's not your fault. Should have expected it, I guess."

Blair looked broken. Fragile. Ben moved closer to her and wrapped his arms around her shaking body.

At first she didn't know what to do, but soon realised he wasn't like Chuck. Ben wasn't there to take advantage of her. So she held onto him tight and sobbed into his shirt refusing to look up.

"Come on, I'll take you home," he whispered soothingly.

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How could she be so stupid? After swearing off Chuck's bullshit, and telling herself to keep away. The first thing she did was run straight back into his arms, only to leave him bored with her again.

She didn't want to go home she didn't want to sleep in the bed he laid in with her just a few nights before. She didn't want to smell his musky scent on her sheets, and she certainly didn't want to find a forgotten bow tie or scarf.

She looked over at Ben who was trying to concentrate on the road driving down a busy street towards her penthouse.

"I don't want to go home," she murmured.

"Oh… ummm, where do you want to go then?" He asked.

At any other time she would be a little exited to be sitting in such an attractive man's car alone with him. But she couldn't concentrate; she couldn't keep her mind off that Chuck basstard for longer than a second.

"A bar," she suggested. In typical Chuck bass style, she planned on drinking away her sorrows.

"I don't think that's such a good idea Blair, your underage and clearly upset—"

Blair shot him a look. This was no ordinary look, but rather a similar one used when a minion disobeyed or out spoke. Nobody messed with Blair Waldorf's bitch face.

"Ok then. A bar it is," he reluctantly agreed. "There's one a couple blocks away that's alright."

"No," she responded. "Nowhere on the Upper East Side, I need to get away from here."

She had enough of it. Betrayal and Lies of the Upper East Side, no wonder Humphrey had been so contempt on documenting their lives, it was toxic.

Ben drove them into Queens, a bar he recommended bellow his apartment.

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"Ok Blair, I think you've had enough," Ben commented trying to take her drink away.

"Argh! You're not my father, just stop," Blair whined taking another sip.

Blair had drunken a lot more than someone of her weight usually would. What Ben didn't understand was how the UES kids started sipping champagne and their father's scotch from 11 years old. But unfortunately building up such a tolerance made it harder for Blair to be a drunk as she'd like to be.

"OK, fine," he surrendered not wanting to cause a scene.

They sat there in silence for while, until Blair finally broke it.

"We're friends, aren't we?" She asked meekly.

"Ummm yea, why?"

"It's just, I've never really had a friend," Blair admitted.

"That's crazy Blair; I heard you were the most popular girl in school."

"That's just the thing. I had minions and followers, who copied me out of fear, I had Nate, but we were never really friends. I fought too much with Serena to be labelled 'friends' and Chuck… well he and I will never be friends."

He nodded sympathetically .

"Do you have friends Ben?" Blair asked drowsily.

"Sure, a few," he stated casually.

"Tell me about them."

"Well there was Colin that you met the other night at the gallery," he began. "He really is a nice guy when he's sober, just a little intense when drunk."

"Like Chuck," Blair moaned.

"Yea, I guess he is a little like Chuck," he admitted.

He stared at Blair who was looking a little too nostalgic. She looked so broken, it wasn't fair.

"Blair, are you sure you don't want to go home, I'm happy to take you," he suggested once again.

I wasn't as if he didn't want to spend time with her, it's just she looked so miserable… and he was out drinking with his underage student.

"Argh! I'm so sorry," she apologized. "I must be such a bore right now. And I'm keeping you from correcting all those papers."

"It's alright, the papers can wait."

"Ok, you can take me home now," she caved getting up from her seat and paying the tab.

"Blair, you don't have to do that. I can cover it."

He really didn't understand her bottomless allowance.

"Oh come on Brooklyn boy, I'll show you how the rich kids on the UES live," she smirked grabbing his hand and walking out of the bar.

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The cab arrived out the front of her penthouse.

"Ummmm you live here?" he gaped.

She turned to smirk at him and exited the cab.

"Well are you coming?

She could see him mentally debating with himself whether or not to come. God she hoped he would.

"Fine, but just for a bit," he agreed hoping out of the cab.

She smiled victoriously; there was something ever so thrilling about crossing to the dark side. After all, it certainly could prove to be more fun living with questionable morals and ethics, pushing boundaries and rebelling against the rules of society. If only her mother could see her now.

"My maid would have gone home by now, so we have the place all to ourselves," she explained.

Sure it did seem like she was just asking for trouble inviting her teacher back to her home, but she still did have somewhat pure intentions. Maybe this was her low point, inviting a teacher over because no one else would talk to her.

"You have a lovely home," he noted choosing to ignore the fact that she had her own maid.

"I was thinking…" she began. "You have all those papers to mark, and such little time, but could help you and we could get it done twice as fast, then we could watch a movie or something,"

Blair held up her brand new copy of the Great Gatsby, DVD release dates were for the common, and Blair Waldolf was no common.

"You are my star student," he contemplated. "Usually I wouldn't let a student mark their classmate's exams, but I may make an exception. With of course the promise of pirated DVDs,' he winked.

"Ok deal," she smiled.

Ben reached for his bag and pulled out the essays.

After 20 minutes of intense explaining how to correct the essays they were already on their way.

Blair couldn't help but laugh at Penelope's failed attempts at using a big vocabulary, she had no idea how to use such words.

"OH! Here's a good one!" Blair laughed showing him the paper. "Then Holden doesn't sleep with the prostitute due to some mechanical problems."

Ben chuckled in response. It was truly remarkable how thick some of her class mates could be.

"Let me guess, a lacrosse player?"

"Oooooh, it so happens to be Mr vice captain of the lacrosse team, Duke."

"Of course," he grinned continuing to read it his essay.

His smile was mesmerising, he had such white straight teeth for someone from Brooklyn. And his hair, it was so effortlessly styled; not like the pretty man bangs of Nate, or the syled locks of… Chuck.

"You've been on that one for a while, really that bad?" Blair asked curiously.

"No, not at all. It's actually quite brilliant; this Dan Humphrey is truly a remarkable writer."

Argh he's so pretentious, why is she the only one who can see thorough the Brooklynites supposed 'talent'.

Blair looked over to what Ben was writing and glanced at the mark he gave Dan.

"No way!" Blair exclaimed. "Cabbage Patch got a higher mark than me!"

Even though her social status was slipping further and further down each day, Blair always prided herself at being the best. She received the top marks… well with the exception of Nelly Yuki.

"You should read it," he suggested. "It's fantastic."

Blair glanced at the messy handwriting of Dan Humphrey, as if he could have gotten a higher mark, her handwriting was actually legible.

If Dan kept up these marks, he would be a shoe in for Yale. But that couldn't happen, that wasn't part of the plan, if Dan Humphrey takes her place at Yale there will be hell to pay.

"Well maybe you should consider that you misinterpreted what Humphrey was trying to say, after all I'd be too easy with that appalling hand writing," Blair suggested.

"Blair, I'm sorry, I can't change a mark just because we're friends," he explained.

Oh fine, so he's ok with coming to a student's penthouse, but marking someone a little harsh, that's morally wrong.

"Well then maybe you could reconsider mine," she mumbled.

Instantly after saying that she felt a pang of regret, she didn't want Ben to think she was using him, she really enjoyed spending time with him.

She watched as Ben looked down in defeat and gathered his things.

"I didn't… I didn't mean that,' Blair apologized.

"I'm not just someone you can toy with and manipulate to get what you want Blair," he defended.

"Please please don't go," she pleaded.

Blair felt her phone vibrate in her pocket; she checked it to find a gossip girl blast containing another picture of Chuck. Although this time he and Penelope were standing together pressed up against one other.

"Why Blair, I'm obviously just a toy to you," he sighed grabbing slinging his bag over his shoulder.

"You're—you're not just a toy Ben," she assured him.

She didn't want to lose him too; she'd already lost everything, everyone else she couldn't bear to lose Ben. He just understood her, he wasn't a toy, and she genuinely liked spending time with him.

Ben rolled his eyes and began it walk toward the elevator.

She didn't know how to stop him from leaving so she did the only thing she thought of.

Blair ran in front of him and placed her hands on his cheeks. She pulled his face towards her, stood on her toes and kissed his lips. His lips were so soft and gentle, it was heaven, it was bliss. She felt his hands grab her waist and pull her closer to him, so taking the cue she wrapped her hands around his neck and pulled him into a deeper kiss.

"Blair," he moaned. "This wrong."

Ben pulled away from a hurt Blair.

"No its not," Blair pleaded leaning back towards him.

"Yes it is," he sighed. "I'll see you tomorrow," he whispered and kissed her temple before walking out.

Blair watched as he left. No one would ever stay, everyone left her eventually. She walked upstairs and hopped in the shower. She couldn't stop thinking of the kiss with Ben. She liked him, she really did, but she felt so dirty, and not like a good dirty how she felt with chuck. Chuck. Of course. Maybe nobody would ever compare to what she felt for Chuck, maybe she was destined to feel this way forever. She could never have Chuck, no matter how much she wanted him, he would always grow bored and need sluts like Penelope to keep him entertained. Tears poured down her face under the water.

Blair sat on the hot floor of the shower, curling into a ball weeping.

She thought her and Chuck were finally going to happen. She truly thought it was meant to be. She was kidding herself. Her feelings for Ben were nothing compared to the fireworks she felt for Chuck. The butterflies.

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Chuck walked into the Waldorf penthouse flinging his jacket over the couch. He felt bad for blowing Blair off the way he did, he was just so jealous of the English teacher. Then again it was his fault she resulted to such company. While in class he couldn't stand the looks Mr Benson was giving Blair, it made him sick that someone else would desire Blair as much as he.

He walked past the lounge spotting a DVD. The Great Gatsby, it hadn't been opened yet. It made him feel even worse, that Blair was planning a lonely night watching a movie by herself.

Running up the stairs with the DVD he reached her bedroom, realising she was in the shower. He wanted to surprise her and watch the movie together, so he grabbed her laptop to play the DVD. He wasn't usually one for such movies, but he's do anything for Blair.

As he turned on her laptop he noticed the gossip girl page was open. Checking the latest blast he discovered various pictures of him and Penelope. His heart dropped. Suddenly he became very aware of the muffled cries coming from the bathroom.

He had to admit the photos did appear quite suggestive. One was even at an angle that made it appear as if he and Penelope were kissing. He prayed Blair would never believe he would touch that skank, but the muffled cries screamed otherwise.

He went to leave, knowing Blair wouldn't want to see him right now. But contrary to most of his tendencies, he didn't walk out the door. He perched himself on Blair's bed ready to face the consequences when she came out.

**A/n: I know. I am a horrible person. I'm working on it. I seriously couldn't believe it's been over an entire month!**

***Sort of what I experience when I get panic attacks. The really suck guys, just to let you know, they're not nearly as cool as when Tony Stark gets them :P**

**Ok, so don't mistake this for a reality show sob story or anything. But I've actually been in hospital for almost a month now, just got released. I'm just having a little trouble with… well… with life. That's right, I suck at living. (I'm so vague right ;)?) I've just kind of lost meaning or motivation if you like. Anyway, and university is super hard to catch up on, not really enjoying that too much, but oh well.**

**Anyway, here it is, sorry if you hated it, but it will get a little more interesting I swear! **

**PPPLLLEEEAAASSSSEEE RRREEEVVVIIIEEEWWWW **


	7. Chapter 7

Blair stopped crying and pulled herself up turning off the shower. She could still hear her phone buzzing, probably another gossip girl blast of Chuck mounting the slut. Masochistically she reached for her phone to find someone was calling her.

'Hello?" She answered it.

"Hey Blair, I'm sorry, it's late," the voice spoke.

"Who is this?"

"Oh ummm… Dan… Dan Humphrey."

Ok so now not only is she so desperate for social interaction, the only people that will talk to her is a teacher and a scholarship kid. Maybe she should move to Brooklyn. Ew. As if.

"What is it Cabbage Patch?" she sighed.

"Are you ok? You just sound a little upset."

"I'm fine, now why are you calling?"

Did he really except her to pour out all her troubles and worries to him?

"Well I just thought I should let you know, that Chuck is up to something," he confessed.

Great another one of Humphrey's obligations to take the moral high ground.

"If you're talking about Penelope, I already know. I'm pretty sure the whole of New York knows by now."

"What? No, no, ummm I don't know how to say this, but Chuck's been blackmailing me to spy on you," he admitted cautiously.

Blair hung up.

Blackmail. She has always been a strong advocate for blackmail. But it was saved for when her and Chuck were scheming to take someone down, they would blackmail them together. They had a promise, never to play those games on each other, it was a code, a principle Blair actually was deluded into thinking he would stick by. But then again she never really could predict Chuck Bass. She thought she had him all figured out; knew his every move, then he pulls the Penelope stunt, and starts spying on her. Was it really so hard for him to just ask her questions, to spend time with her. But not, of course not. Chuck didn't want to be seen as weak, hence becoming the coward he is.

She scrolled though all her messages. 5 from Serena, 2 from her mom, 1 from… Penelope.

She opened the message from Penelope ready to face whatever lame insult she had.

_Maybe you were right B. Chuck is definitely very talented in the bedroom department_

_-Queen P_

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Chuck waited patiently on Blair's bed trying hard not to pay attention to cries, it was too much, she was in so much pain… of his making.

"Chuck?"

He turned around to the figure emerging from the bathroom. She wore a big white fluffy robe. Her eyes looked all swollen and red, she was so devastatingly gorgeous.

"Thought you were busy tonight," she spat refusing to make eye contact.

She walked over to her mirror and began brushing the nonexistent knots out of her curls.

"It wasn't what it looked like," he insisted.

"Oh I'm sure."

"Blair," he whispered getting off the bed and approaching her from behind. "I swear nothing happened."

How could he lie to her like that? How could he play her? Was she really just another one of his toys?

"I would never do that to you," he assured her resting his chin on her shoulder.

"Yea?" she spun around to face him.

"Can you honestly say you've never slept with that slut?"

He hesitated. Sure he didn't sleep with her tonight, but maybe a long time ago. He vaguely remembered sleeping with her in freshman, or sophomore year, though she wasn't much to be remembered.

"That's what I thought," Blair snarled.

Blair just wanted him to hurt as much she did, so with that it mind, she said something she probably had no intention of confessing.

"You know," she began. "I felt _so _guilty for kissing Ben, and all this time you've been spying and scheming and fucking stupid sluts."

"Y- You kissed him?" Chuck stuttered in defeat.

'You can leave now," she demanded climbing in to bed and turning off her lamp.

As soon as he shut the door he heard the cries again that caused him so much pain.

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Blair walked into school wondering what today would bring. Would Chuck try and talk to her? Would she still hang out with Ben? Would Dan Humphrey continue to make failed attempts and friendship?

Her first few classes flew by and before she knew it, it was lunch time. She walked into the library hoping he'd be there, but was unlucky.

So she sat in her usual spot on the desk and took out her English book.

"_Certain things, they should stay the way they are. You ought to be able to stick them in one of those big glass cases and just leave them alone."_

Well maybe Holden was right in that sense. Sometimes she wished things would go back to the way they used to be, if people could have just left them alone, maybe Blair wouldn't have been in this mess.

"Relating to Holden, yet?" a voice asked.

"Never," Blair smirked turning around to find the exact person she wanted to see.

Ben sat down on the chair and put his bag down.

"Look… I'm really sorry for the other night," Blair apologized. Truthfully she wasn't that sorry, she certainly didn't regret it anymore, and after all he was quite the kisser.

She wasn't entirely sure if he'd ever talk to her again considering he didn't exactly take her advances the best. He, like everybody else had no desire for her, he rejected her.

"No, its ok. I'm sorry for over reacting," he retorted. "I get it, you were just mad; hey I probably would have suggested the same thing."

He didn't have to lie; she knew he wasn't nearly as bad of a person as she was. He would never suggest exploiting a friendship to further himself. That's what she liked most about Ben, he was kind, sweet and she knew she could trust him, unlike the unpredictable Chuck Bass.

"So, how did you spend the rest of your night? Did you watch the movie?" he asked. "I heard it's fantastic."

She remembered finding the DVD in her laptop ready to play, Chuck must have thought she'd come crawling back again, with all forgiven.

"Ummm… no actually. Chuck came round for a visit," she sighed.

"Oh yea? How'd that go?"

She couldn't tell him about the crying or the cheating or lying, it just didn't seem right to unload all her problems on him. Just thinking about what happened made her a little teary, she tried to hold them back and stop being such an emotional wreck.

"Shit, I'm sorry Blair," he apologized.

Ben got up from his chair and sat down next her on the desk; he cradled her in his arms while she sobbed quietly.

"I'm so sorry," he murmured into her hair while she clenched his shirt.

Blair Waldolf didn't cry. Well, at least not in front of people, so this moment right now was something she would never admit to anyone, nobody saw Blair Waldolf defeated.

After quite some time passed Blair checked her watch to realise there was only 5 minutes until class. She would have to go to the bathroom and reapply make up, she couldn't look like anything less than perfection.

There was no opportunity like the present right? So with that Blair leaned in and closed the gap between their lips. He opened his mouth and allowed her access causing Blair to become excited, maybe he wasn't going to reject her again. She placed her hand on the back of his neck and pulled him closer deepening the kiss.

She heard him moan into her mouth and grinned seductively.

"Blair, Blair," he moaned. "We should stop; this wrong."

She got up out of his arms and stood opposite him.

Before he could say anything else, she leant forward, placed a small kiss on his lips and walked out of the library.

Anybody with high ethics would have ended it there. Not that Blair didn't have high ethics, her standards were practically as high as they could get. But recently she'd come the conclusion some rules and regulations are somewhat questionable, rather guidelines than actual rules. And what was the harm if nobody found out right?

The next week consisted of stolen kisses in the library, occasional outings in Queens, and visits to Blair's house. It wasn't just the kissing, they shared a bond, and they talked about literature with such passion that would make Humphrey aroused. Blair was the one to initiate most kisses, but stopped him at that, it never went further. She was still trying to get over Chuck, and she learnt last time that the way to do that is not to rush is not anything. (Although she didn't particularly regret the last time).

One day before AP English Blair was feeling a little daring. Sure the thought of making out with her gorgeous teacher was hot and all, but it lacked the thrill she needed. She wanted to be more adventurous and break the rules right under people's noses.

So while in the bathroom she unbuttoned her white shirt a few buttons revealing the top of her cleavage, and hitched her skirt up a little. She was going to torture him until he gave in.

She sat down in her usual seat next to the window next to Humphrey and in front of Chuck.

"I think we should talk," Chuck leant over towards her.

"No thanks," Blair snarled and began finishing off last week's notes.

"Good morning class!" Ben's voice rang through the room. "Everyone having a good week?"

"I certainly did," giggled Penelope staring at Blair.

Argh could she get anymore tacky *

"Oh please," Chuck rolled his eyes with entirely too much sass.

"Yes, well today I want you to write character descriptions on each of the minor characters," he explained. "These could include: Sally, Phoebe, Jane, Stradlater…"

Blair could hardly concentrate; she couldn't keep her eyes off Ben.

She began her character analysis on Sally, but all she could think of was the way he smiled whenever he turned around, the way his eyes glistened and sparkled at her.

He made his way around the room reading over each student's work and giving them tips, finally he reached Blair.

"Ok Miss Waldolf," he smiled. "What fascinating insight do you have for me today?"

He pulled up his chair backwards with the back of it facing Blair, he put each leg over it and rested his hands and chin on it.

Everyone was to preoccupied chatting to one another to notice the way Blair stared at him, or the way he returned her glances.

She gave him a smile and purposely held up her paper to give him at level with her cleavage. He paused for a second careful not linger, and took her paper to read it.

While he was reading Blair subtly rubbed her foot against his calf making sure no one was watching. Chuck had already left, no surprise there, Dan was furiously writing as much as he could, and the rest of the class were too absorbed talking about themselves.

He glanced back up at her to find her smiling in the most innocent manner. This girl was going to be the end of him he swore.

He returned her smile and continued reading… well at least trying to.

Weeks of teasing Chuck had taught her just the way to make men crazy.

Whenever Ben looked up she wet her lips and brushed her hair to reveal the nape of her neck, she could see him struggling to pay attention to her paper.

It was even more thrilling knowing that anyone could see what she was doing, yet they didn't bother. Maybe this was one of the upsides to her new social status. She continued to rub her foot against his leg, knowing it was driving him crazy. She moved it slightly higher, grazing his thigh, grinning when she noticed him shutter.

The bell rang and the students filed out in a rush. Mr Benson held the door open for them, and once the last student left he shut the door leaning against it facing Blair.

He shook his head. "You're going to get me in a lot of trouble."

Blair innocently stood up and sat herself on top of his desk. "Maybe," she shrugged. "But is it worth it?"

He grinned and walked towards her, standing in between her legs. He pushed her hair behind her ear with one hand and placed the other on her hip leaning into to kiss her. Blair leant back on the desk pulling Ben down on top of her. She wrapped her legs around his waist and arched her back as he grinded against her while their lips stayed connected. Ben kissed down her neck towards her breasts but was stopped by the knocking at the door. **

The stared at each other in shock before getting off the desk and standing up. Blair did up her shirt and pulled down her skirt from her waist while Ben reorganised his desk and flattened his hair.

Ben looked over to make sure Blair wasn't looking suspicious, but found her already back in her seat pretending to write like a natural. He took a deep breath in and opened the door to reveal Dan Humphrey.

"Oh hey Mr Benson… and Blair?"

Blair remained calm gathering her things and walking to the door. "I was just getting some extra help if that's all right with you?"

Dan raised an eyebrow suspiciously.

"Is there something you need Mr Humphrey?"

"Oh yea… I just ah left my pen."

Blair rolled her eyes and walked out of the classroom, she wasn't about to have the moral obligations of Cabbage Patch spill her dirty little secret. And always leave them wanting more, right?

Blair practically broke into a sprint to avoid Humphrey's debriefing. She was running so fast (as fast as possible in heels) she wasn't watching where she was going, and as some cruel twist of fate bumped right into Chuck.

He chuckled and helped her off the ground.

"Does this mean you want to talk now?" he stared at her intensely.

Sometimes Chuck gave a little too much eye contact.

"No, it certainly does not," she retorted walking away.

He ran in front of her to wear his limo was parked and opened the door for her.

"Please Blair, a lift home, that's all I'm asking," he pleaded.

As Blair was about to reject his offer she spotted Dan running towards them calling her name. Just to make this clear, she wasn't entering the devil's carriage because she was drawn to him; it was to escape the potential diseases carried by an approaching Brooklynite.

She crawled over to the other side so she was as far away from Chuck as possible. The driver took off and they sat in silence together before Chuck finally spoke.

"I didn't sleep with her," he assured her. "Well, not that night."

"You still touched her," Blair spat leaning further away.

"It was a long time ago Blair," he explained desperately. "I would fuck anything that moved."

Blair refused to reply sitting quietly in the corner.

"I miss you," he confessed. "I know you miss me too."

The limo pulled up at the curb. Luckily she didn't live too far away making the uncomfortable trip brief.

"Just leave me alone Chuck."

"Have dinner with me tonight," he commanded ignoring her pleads.

"No, I'm busy," she lied.

Truthfully she had nothing planned, but she just didn't want to give herself the chance to fall for Chuck once again. She could tell he was getting a little fed up at her rejection

"Why? You going to go fuck your English teacher is that it?" he spat with jealousy.

"You know what? Maybe I will!" she threatened yelling while trying to open the door.

"You can't be serious! He's a teacher! This isn't an innocent friendship Blair! He's taking advantage of you, he's trying to hurt you... he's trying to steal you from me," Chuck's voice cracked.

She could literally see Chuck's heart break. The way his eyes lowered in defeat made her feel so guilty.

"Please," he murmured softly taking her hand in his. "Don't do this."

"Why Chuck?" she wept. "You've hurt me so much, why shouldn't I get to move on?"

"Because… I… I lo-ve you," he croaked.

**A/N":**

**And they lived happily ever after. I'm joking. But seriously, probably like 2/3 chapters left, not quite chair yet, something major will happen next chapter and it may shock you all. There's something I've been planning for the ending this whole time, so be prepared for a little twist ;)**

***I really don't paint character's I dislike in a positive light :P so if you read any of my other stories you'll find that Vanessa, Jenny, Serena (sometimes) and Penelope are a little exaggerated.**

**** hahaha I can't write mushy scenes at all**

**Thanks for all the great feedback! Really appreciate it **** PLEASE REVIEW**


	8. Chapter 8

She was going to give him a chance. Sure, she wouldn't let him in the way she used to, the same level as in the past. But friends? Were they even capable? God, why did she say that? 'Let's be friends'? What is she 12? What do you do with a friend? She was positive Chuck would be interested in shopping sprees, or attending fashion shows. God, why is life so complicated? But he loved her. Chuck Bass loved another human being. She probably would have said it right back to him if he hadn't stopped her, or if she wasn't so afraid he'd just said it to mark his territory. That was the thing with Chuck; sure he was damn sexy when he's jealous. But sometimes he's just too possessive, he treats her like an object, something he owns.

But none the less, Chuck Bass and Blair Waldolf are going to be friends, whatever that means.

Blair walked into the court yard just before her first class.

"Blair!" Serena shrieked signalling her to come over to her table.

Blair looked over to find Serena sitting on a table with Dan… and Chuck. Reluctantly she walked over knowing she couldn't avoid them forever.

"Where have you been? I feel like I haven't seen you in forever!"*

"Yea, I've been really busy," Blair lied. "You know school and stuff."

In the corner of her eyes she watched Chuck tense up. He knew she had been spending time with Ben, but her avoiding Serena was news to his ears,

"I get it," Serena nodded. "Dan's been studying nonstop for exams."

Oh yippee, her biggest threat is a, machine, perfect.

"Oh that's right, Blair here's been working super hard," Chuck sneered wrapping his arm around her shoulder. "Especially English, a little inappropriate the amount of time spent doing English don't you think B?"

Blair remained silent, praying that Chuck wouldn't spill. Why did he insist on torturing her like this? She knew he wouldn't take her 'rejection' lightly.

"B's always been good doing at English,' Serena smiled obliviously.

"Speaking of which. We have English," Blair chuckled nervously escaping the grasps of a very angry Chuck.

She walked into the classroom and saw Penelope's foot slide out to trip her. Very un-lady like, Blair kicked her foot with all her mite and continued on her merry way.

Really? Trying to trip her? How middle school.

She took her usual seat and waited for the rest of the class to file in. But instead of the usual mesmerising Mr Benson, an old grey haired lady hobbled in and began writing on the board.

"My name is Miss Calderwood," she wailed. "Mr Benson couldn't make it today, so I will be filling in."

"How unfortunate," Chuck whispered in her ear.

She didn't even see him come in, seriously: how does he do that?

Throughout the whole lesson she couldn't stop thinking about where he might be. Did Chuck do something? Did he tell the headmistress, was Ben fired?

She held her phone underneath her desk and sent him a text, almost immediately he replied.

_It's a long story, don't worry nothing serious. _

_Talk tonight? 8pm my place?_

_-Ben_

His apartment? They'd only ever gone there to go to the bar bellow, or to quickly pick up his books. She'd never actually stayed insider for longer than 5 minutes. For some unknown reason, it made her nervous.

She texted him back 'ok' and left class early after completing her work.

At lunch she sat by herself missing the company. She missed the stolen kisses, and longing glances, the debates of the classics, and most of all the understanding he supplied.

After school she hurried back home and began to choose something to wear tonight. Blair wondered what he was expecting; she wasn't really ready for sex. Oh god, did he want sex? Sure, she liked him, and he made her feel safe, but she'd only ever slept with 2 guys, and she'd know them each for 10 years beforehand.

Who was she kidding? He probably only wanted to watch a movie, or read some books.

She washed her hair and curled it to perfection. After rummaging through her endless wardrobe for an hour she finally settled on a flowing midnight blue corset dress that sat mid thigh. Probably a little scandalous for a movie, so she dressed it down with an acid wash denim jacket. That's right; Blair Waldolf was wearing acid wash.

Just as she was about o leave the elevator dinged announcing the arrival of a visitor.

She turned around to find Chuck standing in front of her.

"You look nice," he complemented her.

'Thanks."

He just stood there solemnly in silence; she could exactly read his face.

"Well, I need to be somewhere," Blair explained. "So if you'll excuse me."

Blair grabbed her hand bag and tried to walk past him, but he was too quick. Chuck lightly grabbed her elbow to stop her.

"Blair, I need to talk to you about Mr Benson," he began.

Of course, he didn't want to talk about them, he wasn't here for her. He was just here to once again mark his territory and stop her from achieving any sort of happiness.

"Chuck I don't want to hear it ok?" She yelled sick of his meddling. "Just leave me alone."

"But I got his files from Mike, and there's something—"

"Mike!? Really Chuck!? You hired a P.I to look into Ben?" Blair scoffed.

"You have to understand Blair, It's a good thing I did, his file—"

"I don't want to hear it! I trust him ok!? I don't need to know everything about someone to develop any sort of a relationship" she screamed. "Just stop. I need to go, I'm late."

"Blair," he crocked desperately. "Please, please don't go with him."

'It's too late Chuck," she whispered. "You're too late."

As the doors shut behind her on the elevator she felt tears run down her cheeks.

She didn't feel like going to see Ben, not like this, but she had nowhere else to go.

XOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXO XOxoxoXOXOxoxoXOXOxoxoXOXO

The ride to Ben's seemed longer than usual, she couldn't help but think of Chuck and their talk. She was pathetic, pining over someone who would be able to commit himself to her the way she hoped for. He clearly had the ability to ove on from their 'epic love', so maybe it was time she did the same.

Ben was sweet, he cared for her, shared the same interests, absolutely perfect.

"Hey," Ben opened his door and hugged her.

"Hi," Blair replied peeling him off her to walk inside his apartment.

For someone so poor, it was actually quite nice. Everything was neatly organised and clean, they had that in common.

"You're upset again," he noted directing her to the longue.

"It's nothing, just Chuck. I don't want to talk about it," she confessed taking a seat. "So, where were you today?"

With all her thinking she almost forgot the purpose for the house call.

Ben followed her in the longue with a bottle of champagne and two glasses.

"An old friend was in town that all just had to deal with him,' he explained. "God, I missed you though."

Blair was a little taken back as he leaned in and kissed her. He never had been this forward before; she was always the one to initiate everything. It was too much; she had too much on her mind to get into the mood.

Blair pulled back and smiled, trying to signal her discomfort.

"I'm sorry," Ben apologized. "You're just so beautiful."

_Chuck called her gorgeous or breathtaking_

He grinned and pored them both a generous glass of champagne.

"So what happened with Chuck?" he asked and moved closer to her.

"I don't know anymore. He's just so moody and possessive."

"Possessive?"

"Yea, he's very jealous of you," Blair confessed.

"You know what? I get very jealous of him a lot."

"How so?" Blair teased.

"He's always staring at you in class," he admitted shrugging. "The constant longing glances make me nauseous."

Did Chuck actually care? Or was she just another asset he lusted over, just another notch on the bed post.

Blair felt her phone vibrate again. She picked it up and glanced at the screen. 30 missed calls and 123 texts from Chuck. Groaning she turned her phone off and chucked it on the table.

"Well he certainly is persistent."

"Ok no more talk about Chuck," Blair pleaded sculling the rest of her glass.

"Mmmmm I whole heartedly agree," he moaned leaning in for a kiss.

Blair put her glass down and returned his kiss passionately.

It was time to get over Chuck, he had proved so many times she was easy to get over.

Blair pressed him down on the couch and straddled his waist with her legs. She leant down and began trailing kisses along his neck.

She could feel him becoming aroused beneath her as she lightly brushed up against his growing erection.  
Without words he gently lifted her off the couch and carried her all the way to the bedroom. Once on the bed Blair watched him crawl up her body to pull of her dress. She allowed him to do so, although self conscious she was now almost naked whereas he had all his clothes on. Chuck would always make her feel so comfortable and got undressed with her.

God, Blair you need to stop thinking about Chuck, she thought. You need to move on.

"God, you're so beautiful," he repeated running his hands up and down her body before finally settling them on her breasts.

Blair anxious to get him undressed began to undo his shirt. Taking this as a sign of eagerness Ben sat up unbuckled his pants and pulled them down.

Sex with Ben was… different. Sure, he wasn't as attentive as Chuck had been, but he had certainly presented some skills. It was certainly better than Nate, he wasn't too cautious and caring, he had a level of excitement that secretly thrilled her. Although, she couldn't quite get rid of the wrenching guilt she felt. Almost dirty. She felt like she had betrayed Chuck.

Blair rolled over to find the rest of the bed cold and empty. Maybe Ben was just in the bathroom, or had just gone out to get some breakfast, she thought. She sat up and looked around the room. Everything was gone.

The closet and walls were bare, not a trace of anyone's belongings in sight. She glanced around the room; her clothes were gone too. She got up out of bed and walked around the empty apartment; nothing. Nothing at all. But one note sitting on the counter. Blair worked herself up to read it.

_Don't ever tell anybody anything, if you do; you'll start missing everyone_

Her stomach coiled and she fell to the floor.

That moment she realised, she finally caught on to his play; it was just a sick joke.

She was just a tool in the wicked game of Ben Benson… or Holden Caulfield if you like.

She felt dirty and disgusted with herself. She had fallen for his games. And for what? To be taught a lesson by some sick teacher?

He took advantage of her isolation, he took advantage of vulnerability, right from the very start.

After sitting on the floor numb for a long time, Blair finally got up, walked to the phone and called the one person she could.

Her hand shook as she dialled his number. Would he even answer? Or was she just a toy to everyone?

"Yes?" he answered.

"Ch-chuck," she sobbed. She didn't want to sound weak, destroyed but she couldn't help it. Every work came out as cry of pain and terror.

"Blair!? Blair! Are you ok?"

"No," she cried.

'Blair baby, where are you?"

She gave him the address and hung up. She wasn't sure if he'd even come, she hated herself right now, why wouldn't he hate her.

XOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOoxxoXOXOxoxoXO XOxoxoXOXOxoxoXOXO

"Blair! Blair?" he yelled as he stormed into the apartment.

He could hear sobbing coming from the bedroom, and prepared himself for the worse.

Upon reading the file on the newly hired English Teacher of Constance, he discovered his ugly past, and had been fearing for Blair ever since. Sure he was Chuck Bass, notorious womaniser, but who was to say he couldn't change. He had all the expectations to live up to, but nobody believed in him, everyone just assumed he'd always be the same. Nobody but Blair.

He entered the bedroom to find Blair in the curled up in the corner with a sheet draped over her.

She looked broken, and so fragile. He rushed up to her and kneeled in front of her, waiting for her to speak to him. He soon realised she was naked beneath she sheet. Looking around he felt her pain, his eyes weld up just seeing the state that monster left her in.

"He took my clothes," she sobbed. "He took everything." **

His heart broke seeing her like this. He wrapped his arms around her tiny body and pulled her close to him as she cried.

***Serena's like that one character in every musical that disappears somewhere in the first act and doesn't appear again until the end :P**

**** Stolen from Veronica Mars. OMFG cannot wait for the movie!**

**A/N: Sorry its short and I deeply apologize for my absence. I'm going to University and working full time, kind of lacking spare time to write. I'm not very good at sex scenes, hence the skip.**

**I wrote this entire chapter on train. I was so paranoid the lady next to me was reading it and giving me judging looks.**

**So there might be one more chapter and a eulogy, or something. Not sure. **

**Anyway, I hope you're not all too mad with the direction it went, I had planned this from the beginning, sorry if you got too attached to Ben :p**

**And as always PLEASE REVIEW **

**Haha I didn't even realised the teacher Serena had an affair with was named Ben. Completely forgot :P Not the same guy to clear up confusion.**


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